8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 23, 2006

Town Sports International Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware (State or other Jurisdiction of Incorporation)	333-114210 (Commission File Number)	20-0640002 (I.R.S. Employer Identification No.)
888 Seventh Avenue, New York, New York (Address of Principal Executive Offices)		10106 (Zip Code)

Registrant’s telephone number, including area code: (212) 246-6700

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	ITEM 1.01. Entry into a Material Definitive Agreement.
	ITEM 9.01. Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
EX-99.1: PRESS RELEASE

ITEM 1.01. Entry into a Material Definitive Agreement.

Mark Smith, the Chairman of Town Sports International Holdings, Inc. (the “Company”) and a director, resigned as a director, officer, employee and from any other positions that he currently held with the Company and any of its subsidiaries and affiliates as of March 23, 2006.

In connection with Mr. Smith’s resignation, the Company and its subsidiary Town Sports International, Inc. (“TSI”) entered into a Separation Agreement and General Release (the “Separation Agreement”) with Mr. Smith as of March 23, 2006. Pursuant to the Separation Agreement, among other things, the Company will (1) make equal biweekly payments to Mr. Smith at an annual rate equal to his current base salary, effective January 1, 2006, which is $465,716, through March 31, 2007, less statutory and other usual or customary payroll deductions such as FICA and Medicare; and (2) pay Mr. Smith a bonus for calendar year 2006 at or about the same time the bonuses for calendar year 2006 are paid to other executives, based on Company performance.

In addition, the Company, TSI and Mr. Smith entered into an Equity Agreement (the “Equity Agreement”) as of March 23, 2006. Pursuant to the Equity Agreement, among other things, (1) the portion of Mr. Smith’s stock option to purchase 6,000 shares of Class A Common Stock granted to him pursuant to the Company’s 2004 Common Stock Option Plan (the “Stock Option Plan”) as of February 4, 2004 (the “Option”), which had vested to purchase 1,200 shares of Class A Common Stock, will remain exercisable until December 31, 2006, and the unvested portion of the Option to purchase 4,800 shares of Class A Common Stock terminated; (2) no later than April 7, 2006, the Compensation Committee of the Company will grant to Mr. Smith a stock option (the “New Option”) on substantially the same terms and conditions as the unvested portion of the Option that expired at an exercise price equal to the “fair market value” (as defined in the Stock Option Plan) on the date of grant, which will expire on July 23, 2013 and will be subject to similar vesting provisions contained in the Option for the unvested portion that expired; and (3) the Company will pay Mr. Smith a lump sum cash amount of $44,448, less any applicable withholding, if (A) before December 31, 2007, a sale of the Company occurs and the aggregate gross consideration to be received in connection with such sale by the holders of the Class A Common Stock equals or exceeds a target defined in the New Option, or (B) based on Company performance as of December 31, 2007.

A copy of the Company’s press release related to its announcement of Mr. Smith’s resignation is attached as Exhibit 99.1 hereto, and is incorporated by reference into this report.

ITEM 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

99.1 Press Release dated March 29, 2006.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TOWN SPORTS INTERNATIONAL HOLDINGS, INC. (Registrant)
Date: March 29, 2006	By:	/s/ RICHARD PYLE
		Richard Pyle
		Chief Financial Officer

EXHIBIT INDEX

99.1 Press Release dated March 29, 2006.

EX-99.1

EXHIBIT 99.1

TOWN SPORTS INTERNATIONAL HOLDINGS, INC. ANNOUNCES RESIGNATION OF MARK SMITH

New York, NY — March 29, 2006 — Town Sports International Holdings, Inc. (“TSI” or the “Company”), a leading owner of health clubs located primarily in major cities from Washington, DC north through New England, operating under the New York Sports Clubs, Boston Sports Clubs, Washington Sports Clubs and Philadelphia Sports Clubs brands, announced that Mark Smith, its Chairman and a director, had resigned those positions in order to spend more time with his family and pursue other interests. Mr. Smith will continue to serve as a consultant to TSI. In light of Mr. Smith’s departure, Alexander Alimanestianu will assume the additional role of President and will continue in his role as Chief Development Officer.

The Company also announced that Robert Giardina, the Company’s Chief Executive Officer, has been appointed as director to fill the vacancy created by Mr. Smith’s resignation.

Commenting on Mr. Smith’s resignation, Robert Giardina said, “Since joining us in 1985, Mark’s industry experience has been a tremendous asset that has enabled us to achieve our dramatic growth and success. We wish him and his family the greatest of success in the future.”

About Town Sports International Holdings, Inc.:
New York-based Town Sports International Holdings, Inc. is a leading owner and operator of fitness clubs in the Northeast and mid-Atlantic regions of the United States. In addition to New York Sports Clubs, TSI operates under the brand names of Boston Sports Clubs, Washington Sports Clubs and Philadelphia Sports Clubs, with 142 clubs and more than 400,000 members in the U.S. In addition, the Company operates three facilities in Switzerland. For more information on TSI visit www.mysportsclubs.com.

Town Sports International Holdings, Inc., New York
Investor Contact:
investor.relations@town-sports.com